ANNOUNCEMENT OF ANNUAL RESULTSFOR THE YEAR ENDED 31 MARCH 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.Sang Hing Holdings (International) Limited 生兴控股（国际）有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1472) ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 31 MARCH 2024 FINANCIAL HIGHLIGHTS Increase/ 2024 2023 (Decrease) HK$’000 HK$’000 % Revenue 116469 323721 (64.0) EBITDA (825) (80) 931.3 Loss before tax (8376) (10296) (18.6) Loss for the year attributable to owners of the Company (6356) (8397) (24.3) Loss per share attributable to owners of the Company Basic and diluted (HK cents) (0.64) (0.84) (23.8) 1RESULTS The board (the “Board”) of directors (the “Directors”) of Sang Hing Holdings (International) Limited (the “Company”) is pleased to announce the audited consolidated results of the Company and its subsidiaries (collectively referred to as the “Group”) for the year ended 31 March 2024 together with the comparative figures for the year ended 31 March 2023 as follows: CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 31 March 2024 20242023 Note HK$’000 HK$’000 Revenue 5 116469 323721 Cost of services (112299) (319726) Gross profit 4170 3995 Other income and other gain or loss net 6 13366 8801 Administrative and operating expenses (25782) (22980) Loss from operations (8246) (10184) Finance costs 7 (130) (112) Loss before tax 8 (8376) (10296) Income tax 9 2020 1899 Loss and total comprehensive loss for the year (6356) (8397) Loss and total comprehensive loss for the year attributable to owners of the Company (6356) (8397) Loss per share attributable to owners of the Company Basic and diluted (HK cents) 11 (0.64) (0.84) 2CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 March 2024 20242023 Note HK$’000 HK$’000 Non-current assets Property plant and equipment 11122 17513 Right-of-use assets 1813 2548 Contract assets 3283 2888 1621822949 Current assets Trade receivables 12 12548 25015 Contract assets 62117 109308 Prepayments deposits and other receivables 184016 137205 Financial assets at fair value through profit or loss 428 2114 Tax recoverable – 3187 Pledged bank deposits 4346 4194 Cash and cash equivalents 42263 55149 305718336172 Current liabilities Trade and retention payables 13 11549 38225 Other payables and accruals 5328 6465 Lease liabilities 996 1152 1787345842 Net current assets 287845 290330 Total assets less current liabilities 304063 313279 320242023 Note HK$’000 HK$’000 Non-current liabilities Deferred tax liabilities 797 2835 Lease liabilities 238 1060 10353895 Net assets 303028 309384 Capital and reserves Share capital 10000 10000 Reserves 293028 299384 Total equity attributable to owners of the Company 303028 309384 4NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2024 1. GENERAL The Company was incorporated in the Cayman Islands under the Companies Act as an exempted company with limited liability on 25 June 2018 and its shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 17 March 2020. The registered office address and principal place of business of the Company are Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands and Room 215A-B 2/F Central Services Building Nan Fung Industrial City No. 18 Tin Hau Road Tuen Mun New Territories Hong Kong respectively.The Company’s immediate and ultimate holding company is Worldwide Intelligence Group Limited (“Worldwide Intelligence”) a company incorporated in the British Virgin Islands. Worldwide Intelligence is controlled by Mr. Lai Wai (“Mr. Lai”) who is the chairman and executive director of the Company.Worldwide Intelligence and Mr. Lai are referred to as the controlling shareholders of the Company.The principal activity of the Company is investment holding. The principal activities of its subsidiaries are provision of civil engineering works service and related services.The consolidated financial statements are presented in Hong Kong dollars (“HK$”) which is also the functional currency of the Group. All values are rounded to the nearest thousand (HK$’000) except otherwise indicated. 2. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS (“HKFRSs”) New and amendments to HKFRSs that are mandatorily effective for the current year In the current year the Group has applied the following new and amendments to HKFRSs issued by the Hong Kong Institute of Certified Public Accountant (the “HKICPA”) for the first time which are mandatorily effective for the Group’s annual period beginning on or after 1 April 2023 for the preparation of the consolidated financial statements: HKFRS 17 (including the October 2020 Insurance Contracts and February 2022 Amendments to HKFRS 17) Amendments to HKAS 8 Definition of Accounting Estimates Amendments to HKAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction Amendments to HKAS 12 International Tax Reform-Pillar Two model Rules Amendments to HKAS 1 and Disclosure of Accounting Policies HKFRS Practice Statement 2 5The application of these new and amendments to HKFRSs in the current year had no material impact on the Group’s financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.Change in accounting policy as a result of application of the HKICPA guidance on the accounting implications of the abolition of the Mandatory Provident Fund (“MPF”)-Long Service Payment (“LSP”) offsetting mechanism in Hong Kong The Group has a subsidiary operating in Hong Kong which are obliged to pay LSP to employees under certain circumstances. Meanwhile the Group makes mandatory MPF contributions to the trustee who administers the assets held in a trust solely for the retirement benefits of each individual employee.Offsetting of LSP against an employee’s accrued retirement benefits derived from employers’ MPF contributions was allowed under the Employment Ordinance (Cap.57). In June 2022 the Government of the Hong Kong Special Administrative Region gazetted the Employment and Retirement Schemes Legislation (Offsetting Arrangement) (Amendment) Ordinance 2022 (the “Amendment Ordinance”) which abolishes the use of the accrued benefits derived from employers’ mandatory MPF contributions to offset severance payment and LSP (the “Abolition”). The Abolition will officially take effect on 1 May 2025 (the “Transition Date”). In addition under the Amendment Ordinance the last month’s salary immediately preceding the Transition Date (instead of the date of termination of employment) is used to calculate the portion of LSP in respect of the employment period before the Transition Date.In July 2023 the HKICPA published “Accounting implications of the abolition of the MPF-LSPoffsetting mechanism in Hong Kong” (the “Guidance”) which provides guidance for the accounting for the offsetting mechanism and the impact arising from abolition of the MPF-LSP offsetting mechanism in Hong Kong. In light of this the Group has implemented the guidance published by the HKICPA in connection with the LSP obligation retrospectively so as to provide more reliable and more relevant information about the effects of the offsetting mechanism and the Abolition.The Group considered the accrued benefits arising from employer’s MPF contributions that have been vested with the employee and which could be used to offset the employee’s LSP benefits as a deemed contribution by the employee towards the LSP. Historically the Group has been applying the practical expedient in paragraph 93(b) of HKAS 19 to account for the deemed employee’s contributions as a reduction of the service cost in the period in which the related service is rendered. 6Based on the Guidance as a result of the Abolition these contributions are no longer considered “linkedsolely to the employee’s service in that period” since the mandatory employer’s MPF contributions after the Transition Date can still be used to offset the pre-transition LSP obligation. Therefore it would not be appropriate to view the contributions as “independent of the number of years of service” and the practical expedient in paragraph 93(b) of HKAS 19 is no longer applicable. Instead these deemed contributions should be attributed to periods of service in the same manner as the gross LSP benefit applying paragraph 93(a) of HKAS 19. Accordingly the Group has recognised a cumulative catch-up adjustment in profit or loss for the service cost interest expense and remeasurement effect from changes in actuarial assumptions for the year ended 31 March 2023 with corresponding adjustment to the LSP obligation. The cumulative catch-up adjustment is calculated as the difference at the enactment date (16 June 2022) between the carrying amount of the LSP liability calculated under paragraph 93(b) of HKAS 19 before the Abolition and the carrying amount of the LSP liability calculated under paragraph 93(a) of HKAS 19 after the Abolition.The change in accounting policy has no material impact on the Group’s consolidated financial statements for the current and previous year.Amendments to HKFRSs that have been issued but not yet effective The Group has not early applied the following amendments to HKFRSs that have been issued but are not yet effective: Amendments to HKFRS 10 and HKAS 28 Sales or Contribution of Assets between an Investor and its Associates or Joint Venture1 Amendments to HKFRS 16 Lease Liability in a Sale and Leaseback2 Amendments to HKAS 1 Classification of Liabilities as Current or Non-current and related amendments to Hong Kong Interpretation 5 (2020)2 Amendments to HKAS 1 Non-current Liabilities with Covenants2 Amendments to HKAS 7 and HKFRS 7 Supplier Finance Arrangement2 Amendments to HKAS 21 Lack of Exchange ability3 1 Effective for annual periods beginning on or after a date to be determined. 2 Effective for annual periods beginning on or after 1 January 2024. 3 Effective for annual periods beginning on or after 1 January 2025. The directors of the Company anticipate that the application of the amendments to HKFRSs will have no material impact on the consolidated financial statements in the foreseeable future. 73. BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements have been prepared in accordance with HKFRSs issued by the HKICPA. For the purpose of preparation of the consolidated financial statements information is considered material if such information is reasonably expected to influence decisions made by primary users. In addition the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) and by the Hong Kong Companies Ordinance.The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments which are measured at fair values at the end of each reporting period.The preparation of the Group’s financial statements requires management to make judgments estimates and assumptions that affect the reported amounts of revenues expenses assets and liabilities and their accompanying disclosures and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future. 4. SEGMENT INFORMATION (i) Operating segment information The Group’s most senior executive management has been identified as the executive directors who review the Group’s internal reporting in order to assess performance and allocate resources. The Group’s most senior executive management has determined the operating segments based on these reports.The Group’s most senior executive management assesses the performance based on a measure of profit after income tax and considers all businesses to be included in a single operating segment.The Group is principally engaged in the business of civil engineering works service and related services in Hong Kong. Information reported to the Group’s most senior executive management for the purpose of resources allocation and performance assessment focuses on the operating result of the Group as a whole as the Group’s resources are integrated and no discrete operating segment financial information is available. Accordingly no operating and geographical segment information is presented. 8(ii) Information about major customers Revenue from customers during the years ended 31 March 2024 and 2023 contributing individually over 10% of the Group’s revenue is as follows: 20242023 HK$’000 HK$’000 Customer A 116469 307594 5. REVENUE The Group’s revenue represents the amount received and receivable for revenue arising on civil engineering works services and related services which is recognised over time. 20242023 HK$’000 HK$’000 Revenue from civil engineering works 116469 323721 6. OTHER INCOME AND OTHER GAIN OR LOSS NET 20242023 HK$’000 HK$’000 Bank interest income 386 91 Government and other subsidies (note (i)) – 2922 Gain/(loss) on disposal of property plant and equipment 7 (38) Loss on disposal of financial assets at fair value through profit or loss (“FVTPL”) (171) (263) Loss on change in fair value of financial assets at FVTPL (130) (335) Management fee income (note (ii)) 12945 6260 Dividend income from equity securities listed in Hong Kong 146 137 Sundry income 183 27 133668801 9Notes: (i) During the year ended 31 March 2023 the Group recognised government subsidies of approximately HK$2720000 in respect of COVID-19 related subsidies of which approximately HK$2543000 related to Employment Support Scheme and approximately HK$177000 was related to the Anti-Epidemic Fund Scheme provided by the Government of the Hong Kong Special Administrative Region (“Government”). The amount of approximately HK$23000 related to other subsidy provided by Construction Industry Council. The amount of approximately HK$179000 related to other subsidy under EX-Gratia Payment Scheme provided by the Government. There are no unfulfilled conditions or contingencies relating to these subsidies.(ii) Management fee income represented the management fee received from the Sang Hing - Kuly Joint Venture. The Group will receive management fee income until the completion of Projects W58 and W59. 7. FINANCE COSTS 20242023 HK$’000 HK$’000 Interest on bank overdrafts 21 24 Interest on lease liabilities 109 88 130112 8. LOSS BEFORE TAX Loss before tax is arrived at after charging: 20242023 HK$’000 HK$’000 Auditors’ remuneration – Audit services 1200 1200 – Non-audit services 250 250 Depreciation of property plant and equipment 6350 9204 Depreciation of right-of-use assets 1071 900 Less: amounts included in cost of services (5985) (8647) 14361457 1020242023 HK$’000 HK$’000 Directors’ remuneration – Other emoluments (fees salaries allowance bonus and benefits in kind) 3064 4234 – Retirement benefit scheme contributions 9 31 Staff costs (excluding directors’ remuneration) – Wages salaries allowance and bonus 39449 51481 – Retirement benefits schemes contributions 1166 1647 4061553128 Less: amounts included in cost of services (23428) (43565) 171879563 Subcontracting costs 32623 171673 Allowance for expected credit loss (“ECL”) on financial assets at amortised cost 164 591 Short-term lease expenses 99 563 9. INCOME TAX Hong Kong profits tax has been provided at the rate of 16.5% (2023: 16.5%) of the estimated assessable profits arising in Hong Kong during the year.Under the two-tiered profits tax rates regime of Hong Kong Profits Tax the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25% and profits above HK$2 million will be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%. Accordingly the Hong Kong Profits Tax of the qualifying group entity is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2 million. 20242023 HK$’000 HK$’000 Provision for Hong Kong profits tax: – Current tax – – – Underprovision in prior years 18 – Deferred taxation (2038) (1899) (2020)(1899) 1110. DIVIDENDS The Board did not recommend the payment of a final dividend for the year ended 31 March 2024 (2023: Nil). 11. LOSS PER SHARE The calculation of basic loss per share is based on the loss for the year of approximately HK$6356000 (2023: HK$8397000) and the weighted average number of ordinary shares of the Company in issue during the year. 20242023 Weighted average number of ordinary shares for the purpose of calculating basic loss per share 1000000000 1000000000 No diluted loss per share for both years is presented as there was no potential dilutive ordinary shares in issue during both years. 12. TRADE RECEIVABLES 20242023 HK$’000 HK$’000 Trade receivables 12548 25015 As at 1 April 2022 trade receivables amounted to HK$35658000.The average credit period on construction works is 30 days.An aging analysis of trade receivables as at the end of the reporting period based on the invoice date. The analysis below is net of allowance for ECL: 20242023 HK$’000 HK$’000 0-30 days 12548 25015 Receivables that were neither past due nor impaired relate to customers for whom there was no recent history of default. 1213. TRADE AND RETENTION PAYABLES 20242023 HK$’000 HK$’000 Trade payables 9566 35363 Retention payables 1983 2862 1154938225 The credit period on trade payables is up to 60 days. Aging analysis of trade payables at the end of each reporting period based on invoice dates is as follows: 20242023 HK$’000 HK$’000 0-30 days 2805 11076 31-60 days 1832 9167 61-90 days 629 7355 Over 90 days 4300 7765 956635363 14. SUBSEQUENT EVENTS On 23 May 2024 a joint venture formed between Sang Hing Civil Contractors Company Limited a wholly-owned subsidiary of the Company and Kuly Construction & Engineering Company Limited was awarded a tender for a civil engineering project in relation to site formation and engineering infrastructure works in Hung Shui Kiu/Ha Tsuen New Development Area Hong Kong with contract sum of approximately HK$560 million which the contract period is from June 2024 to December 2028.Save as disclosed above the Group had no material events for disclosure subsequent to 31 March 2024 and up to the date of this announcement. 13MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS REVIEW AND FINANCIAL RESULTS The Group is an established main contractor with over 20 years of experience specialising in a variety of civil engineering works including site formation road and bridge construction drainage and sewerage construction watermain installation and slope works in Hong Kong.We are a Group C contractor under the Site Formation and Roads and Drainage categories with confirmed status and are qualified to tender for public works contracts of any values exceeding HK$400 million.The Group was awarded a tender in May 2024 for a civil engineering project in relation to site formation and engineering infrastructure works in Hung Shui Kiu/Ha Tsuen New Development Area Hong Kong (Project W61) with contract sum of approximately HK$560 million which the contract period is from June 2024 to December 2028.For the year ended 31 March 2024 the Group’s revenue was approximately HK$116.5 million (2023: approximately HK$323.7 million) representing a decrease of 64.0% as compared with last year. The loss attributable to shareholders for the year ended 31 March 2024 was approximately HK$6.4 million (2023: approximately HK$8.4 million) representing a decrease in loss of 24.3% as compared to last year. The loss for the year was mainly due to the decrease in revenue from civil engineering works as the work progress of Project W57 was substantially completed. 14Analysis of revenue and management fee income of each project during the year ended 31 March 2024 was as follows: Project Code Type of works Location 2024 2023 HK$’000 HK$’000 On-going projects W58 Construction of sewers and sewerage Northern Tuen Mun 2401 18011 system W59 Site formation and infrastructure Kam Tin South Yuen 10544 16847 works for public housing Long developments W60 Temporary construction waste Tseung Kwan O and 77047 81011 sorting facilities Tuen Mun Projects completed or substantially completed W52 Remaining works of cycle tracks North District and Tuen – 18324 Mun District W55 Development of columbarium and North District 24423 24792 infrastructural works W57 Development of Long Valley Nature North District 14999 170996 Park Total 129414 329981 During the year ended 31 March 2024 we recognised revenue and management fee income from five projects in total of which two projects were substantially completed. The revenue for the year ended 31 March 2024 was decreased as compared with last year mainly due to decrease in revenue from Project W57 which was substantially completed. 15The gross profit margin for the year ended 31 March 2024 was 3.6% (2023: 1.2%). Increase in gross profit margin as compared with last year was due to stable in price of fuel costs and raw material costs.Other income and net gain for the year ended 31 March 2024 amounted to approximately HK$13.4 million (2023: approximately HK$8.8 million) representing an increase of 51.9% as compared with last year which was due to increase in management fee income from joint operations partner for Projects W58 and W59.Administrative and operating expenses for the year ended 31 March 2024 amounted to approximately HK$25.8 million (2023: approximately HK$23.0 million) representing an increase of 12.2% as compared with last year which was mainly due to increase in technical fees professional costs and staff costs relating to preparation works on biding government tenders during the year.As at 31 March 2024 prepayments deposits and other receivables mainly represented amounts paid for insurance and subcontracting fee prepayments deposits for rental and utilities and other receivables. During the year prepayments deposits and other receivables increased by approximately HK$46.8 million which was mainly due to increase in prepayments of subcontracting fee contra charge material costs and rental of plant and machinery.OUTLOOK Looking forward for the next year the Group will take part in tenders for projects from various government departments more rigorously and actively especially those from the Civil Engineering and Development Department and Drainage Services Department in order to secure more revenue from engineering projects. Due to the fierce competition in the market and the increased technical requirements of the clients for bidding projects it has become increasingly more difficult to successfully win bids for projects. We will enhance the Group’s bidding advantages and capabilities and strive for more successful bids for projects. 16We expect that the Russia-Ukraine war will continue the global financial and energy markets will remain volatile and the prices of energy and raw materials will remain high. Geopolitical uncertainties may result in the disruption of the raw material supply chain which in turn leads to a shortage of supply. Despite the Group’s business suffering fewer adverse effects than other industries we expect our operating cost to remain high and the price will continue to increase in the coming year. The Group will take all reasonable measures to save energy and enhance the efficiency of resource utilisation so as to control costs.The Group will capitalise its competitive advantages after listing to secure more projects and to actively participate in bidding for works of the Hong Kong Government to achieve increase revenue. In additions the Group will also explore various chances in construction industry to create greater value for shareholders.LIQUIDITY FINANCIAL RESOURCES AND CAPITAL STRUCTURE The uses of cash of the Group are mainly for the financing of the operations and working capital requirements. The Group generally finances its operations with internally generated cash flow and banking facilities provided by its principal bankers.As at 31 March 2024 the Group had cash and cash equivalents of approximately HK$42.3 million (2023: approximately HK$55.1 million) and pledged bank deposit of approximately HK$4.3 million (2023: approximately HK$4.2 million). The decrease of approximately HK$12.9 million in cash and cash equivalents was mainly attributable to decrease in trade receivables and contract assets. All of the bank balances were placed with banks in Hong Kong and are denominated in Hong Kong dollars. As at 31 March 2024 the Group had not experienced any liquidity problems in settling its payables in the normal course of business.Additionally as at 31 March 2024 the Group had unutilised banking facilities amounting to approximately HK$75 million (2023: approximately HK$79 million).There has been no change in the capital structure of the Company during the year ended 31 March 2024. The capital of the Group only comprises ordinary shares. As at 31 March 2024 the total number of issued ordinary shares of the Company was 1000000000 of HK$0.01 each. 17GEARING RATIO As at 31 March 2024 the Group’s gearing ratio was approximately 0.4% (2023: approximately 0.7%). The gearing ratio is calculated by dividing lease liabilities by total equity and expressed as a percentage. With available bank balances and cash the directors of the Company are of the view that the Group has sufficient liquidity to satisfy the funding requirements.TREASURY POLICY The directors of the Company will continue to follow a prudent policy in managing the Group’s cash balances and maintain a strong and healthy liquidity to ensure that the Group is well placed to take advantage of future growth opportunities.FOREIGN EXCHANGE EXPOSURE All of the revenue-generating operations of the Group were denominated in Hong Kong dollars. There was no exposure to foreign exchange rate fluctuations. As such no hedging or other arrangements was made by the Group during the years ended 31 March 2024 and 2023.SIGNIFICANT INVESTMENTS AND FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS As at 31 March 2024 the Group did not have any significant investments. Save as those disclosed in the prospectus of the Company dated 28 February 2020 (the “Prospectus”) there was no plan for any material investments or other additions of capital assets at the date of this announcement.MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURES The Group did not have any material acquisitions or disposals of subsidiaries associates and joint ventures during the year ended 31 March 2024. 18PLEDGE OF ASSETS As at 31 March 2024 the Group pledged its bank deposits of approximately HK$4.3 million (2023: approximately HK$4.2 million) as securities for the Group’s banking facilities (including letter of credit bank overdrafts and performance bonds).CONTINGENT LIABILITIES As at 31 March 2024 and 2023 the Group did not have any material contingent liabilities.CAPITAL COMMITMENTS As at 31 March 2024 and 2023 the Group did not have any material capital commitments.EMPLOYEE AND REMUNERATION POLICY As at 31 March 2024 the Group had a total of 98 employees (2023: 132) who were directly employed by the Group in Hong Kong. The staff costs including Directors’ emoluments of the Group amounted to approximately HK$43.7 million for the year ended 31 March 2024 (2023: approximately HK$57.4 million). The remuneration package the Group offered to the employees includes salary bonuses and other cash subsidies. In general the Group determines employee salaries based on each employee’s qualifications position and seniority. Share options are also available to the Group’s employees. The Group provides various types of training to the employees and sponsors the employees to attend various training courses including those on occupational health and safety in relation to the work. Such training courses include the internal training as well as courses organised by external parties such as the Construction Industry Council and the Occupational Safety and Health Council. The safety officers also provide training to the workers before the commencement of work. 19USE OF PROCEEDS FROM THE SHARE OFFER The net proceeds received by the Company from public offer of the Company’s shares in March 2020 were approximately HK$79.8 million after deducting the listing expenses of approximately HK$45.2 million. During the year ended 31 March 2024 the Group did not fully utilise the net proceeds. The unutilised portion of the net proceeds is placed in licensed banks in Hong Kong and will be utilised as stated in the Prospectus.As at 31 March 2024 the net proceeds had been utilised as follows: Amount Amount Expected Amount utilised during not yet timeline for not yet the year utilised utilisation Net utilised as at ended as at of the unused Intended use of net proceeds proceeds 31 March 2023 31 March 2024 31 March 2024 net proceeds HK$’ million HK$’ million HK$’ million HK$’ million Acquisition of additional plant and Before machinery 58.3 3.6 – 3.6 31 March 2025 Recruitment and retiring additional staff 3.4 – – – N/A Costs for upgrading information technology system 2.9 – – – N/A Additional working capital 15.2 – – – N/A Total 79.8 3.6 – 3.6 The actual application of the net proceeds was slower than expected and such a delay was mainly due to (i) the impact of the COVID-19 pandemic which has caused delays in certain of our ongoing projects; (ii) the delay of the projects due to inclement weather; (iii) the delay in projects due to clients have changed the design of the project and/or order in variations; and (iv) the difficulty in recruiting suitable candidates.FINAL DIVIDEND The Board did not recommend the payment of a final dividend for the year ended 31 March 2024 (2023: Nil). 20CLOSURE OF REGISTER OF MEMBERS For determining the shareholders’ eligibility to attend and vote at the forthcoming annualgeneral meeting of the Company to be held on Thursday 5 September 2024 (“AGM“) theregister of members of the Company will be closed from Monday 2 September 2024 to Thursday 5 September 2024 both dates inclusive during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong for registration not later than 4:30 p.m. on Friday 30 August 2024. PURCHASE SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES Neither the Company nor any of its subsidiaries had purchased sold or redeemed any of the Company’s listed securities during the year ended 31 March 2024.SHARE OPTION SCHEME On 29 January 2020 the then shareholders of the Company approved and conditionally adopted a share option scheme (the “Share Option Scheme”). No share option has been granted exercised cancelled or lapsed under the Share Option Scheme since its adoption and there was no share option outstanding as at 31 March 2024.LITIGATION As at the date of this announcement all of the claims brought against the Group have been settled.The Directors are of the view that the amount to be borne by the Group in respect of the cost of the common law personal injury claims will be covered by the relevant insurance taken out by the Group. Therefore the Group has not made provision to cover the potential liability under the above claims. 21CORPORATE GOVERNANCE PRACTICES The Company recognises the value and importance of achieving high corporate governance standards to enhance corporate performance transparency and accountability earning the confidence of shareholders and the public. In order to comply with the requirements under the Corporate Governance Code (the “CG Code”) as set out in Appendix C1 to the Listing Rules the Company has adopted various measures to ensure the high standard of corporate governance is maintained.The Board is of the opinion that the Company has complied with all the code provisions as set out in Part 2 of the CG Code during the year ended 31 March 2024 except for the deviations as stated below.Under code provision C.1.6 of the CG Code independent non-executive directors and other non-executive directors should attend general meetings to gain and develop a balanced understanding of the views of the shareholders. Mr. Fung Chi Kin the non-executive Director at the material time was unable to attend the annual general meeting of the Company held on 12 September 2023 due to other business engagement. Under code provision D.1.2 of the CG Code the management should provide all members of the Board with monthly updates giving balanced and understandable assessment of the Company’s performance position and prospects in sufficient details. During the year ended 31 March 2024 the management has provided all members of the Board updates on any material changes to the performance position and prospects of the Company and sufficient information for matters brought before the Board.COMPLIANCE WITH THE MODEL CODE FOR DIRECTORS’ SECURITIES TRANSACTIONS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix C3 to the Listing Rules as its own code of conduct regarding securities transactions by the Directors and the Company’s senior management who because of his/her office or employment is likely to possess inside information in relation to the Company’s securities. 22The Company has made specific enquiries to all the Directors and all the Directors have confirmed their compliance with the Model Code during the year ended 31 March 2024. In addition the Company is not aware of any non-compliance of the Model Code by the senior management of the Company during the year ended 31 March 2024.SCOPE OF WORK OF HLB HODGSON IMPEY CHENG LIMITED The financial figures in respect of the Group’s consolidated statement of financial position consolidated statement of profit or loss and other comprehensive income and the related notes thereto for the year ended 31 March 2024 as set out in this announcement have been agreed by the Group’s auditor HLB Hodgson Impey Cheng Limited to the amounts set out in the Group’s audited consolidated financial statements for the year. The work performed by HLB Hodgson Impey Cheng Limited in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants and consequently no assurance has been expressed by HLB Hodgson Impey Cheng Limited on this announcement.AUDIT COMMITTEE The Company has established the audit committee (the “Audit Committee”) with written terms of reference in compliance with the Listing Rules. The Audit Committee consists of four members namely Prof. Leung Yee Tak Mr. Ho Tai Tung Ms. Tsang Wing Kiu and Mr. Choi Ho Yan all being independent non-executive Directors. Mr. Choi Ho Yan is the chairman of the Audit Committee.The Audit Committee has inter alia reviewed the consolidated financial statements of the Group for the year ended 31 March 2024 including the accounting principles and practices adopted by the Group as well as the risk management and internal control systems of the Group. 23PUBLICATION OF ANNUAL RESULTS AND ANNUAL REPORT T h i s a n n o u n c e m e n t i s p u b l i s h e d o n t h e w e b s i t e s o f t h e S t o c k E x c h a n g e (http://www.hkexnews.hk) and on the Company’s website (http://www.sang-hing.com.hk). The annual report for the year ended 31 March 2024 will be despatched to the shareholders and available on the above websites in due course.By order of the Board Sang Hing Holdings (International) Limited Lai Wai Chairman and Executive Director Hong Kong 27 June 2024 As at the date of this announcement the executive Directors are Mr. Lai Wai and Mr. Lai Ying Wah; and the independent non-executive Directors are Prof. Leung Yee Tak Mr. Ho Tai Tung Ms. Tsang Wing Kiu and Mr. Choi Ho Yan. 24